(a)       Capitalized terms used herein and not otherwise defined shall have the meaning to be ascribed thereto in the Arrangement Agreement.

(b)       The Consenting Shareholder and the Purchaser are collectively referred to as the "Parties" and each a "Party".

(c)       The headings in this Agreement are for reference only and shall not affect the meaning or interpretation of this Agreement.

(d)       Unless the context otherwise requires, words importing the singular shall include the plural and vice versa and words importing any gender shall include all genders.

(a)       the Consenting Shareholder is the legal and beneficial owner, directly or indirectly, of or exercises control or direction over ___________________ Company Common Shares (the "Relevant Shares");

(b)       the Relevant Shares are the only securities in the capital of the Company which the Consenting Shareholder has legal or beneficial ownership, directly or indirectly, or exercises control or direction over, other than any options or warrants convertible or exchangeable into securities in the capital of the Company, and the Relevant Shares are free and clear from all Encumbrances;

(c)       no person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Relevant Shares, or any interest therein or right thereto, except pursuant to this Agreement, and none of the Relevant Shares are subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote the Relevant Shares, call meetings of holders of the Company Common Shares or give consents or approvals of any kind;

(d)       (i) the Consenting Shareholder has the authority and capacity to vote or direct the voting of the Relevant Shares, to give a proxy for the Relevant Shares in connection with the meeting of shareholders of the Company held in respect of the Transaction (the "Company Meeting") and any class meeting of holders of Relevant Shares, and has the power to dispose of the entire legal and beneficial interest in the Relevant Shares, (ii) the Consenting Shareholder possesses sufficient knowledge and experience to evaluate properly the terms and conditions of this Agreement, (iii) the Consenting Shareholder has conducted its own analysis and made its own decision to enter in this Agreement and has obtained such independent advice in this regard as it deemed appropriate and (iv) the Consenting Shareholder has not relied on such analysis or decision on any person other than its own independent advisors;

(e)       this Agreement has been duly executed and delivered by the Consenting Shareholder, and, assuming the due authorization, execution and delivery by the Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Consenting Shareholder, enforceable in accordance with its terms, subject to laws of general application and bankruptcy, insolvency and other similar laws affecting creditors' rights generally and general principles of equity;

(f)       the execution and delivery of this Agreement by the Consenting Shareholder and the performance by the Consenting Shareholder of its obligations contemplated herein do not and will not (i) violate or conflict with any judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the Consenting Shareholder or any of its properties or assets or (ii) constitute a default, violation or breach under any contract, commitment, agreement, arrangement, understanding or restriction that the Consenting Shareholder is a party to, except such violations, conflicts, defaults or breaches which could not, individually or in the aggregate, impair the ability of the Consenting Shareholder to perform its obligations under this Agreement;

(g)       neither the Consenting Shareholder nor any person with which the Consenting Shareholder, to the best of its knowledge after due enquiry, does not deal at arm's length (as defined for the purposes of the Income Tax Act (Canada), has not, since it became aware of the intention to complete the Transaction, acquired (i) any warrants or options to acquire shares issued by the Company, (ii) any securities that are convertible or exchangeable into shares of the Company, (iii) any debt or shares of the Purchaser (other than shares to be issued pursuant to the Plan) or (iv) any warrants or options to acquire, or any securities that are convertible or exchangeable into, shares of the Purchaser (other than warrants to be issued pursuant to the Plan); and

(h)       to the best of its knowledge, there is no proceeding, claim or investigation in existence, pending or threatened before any Governmental Entity against the Consenting Shareholder or any of its properties that, individually or in the aggregate, could reasonably be expected to have an adverse effect on the Consenting Shareholder's ability to execute and deliver this Agreement and to perform its obligations contemplated by this Agreement.

(a)       the Purchaser is a company duly incorporated and validly existing under the laws of its jurisdiction of incorporation;

(b)       the Purchaser has all necessary power and authority to execute and deliver this Agreement;

(c)       this Agreement has been duly executed and delivered by the Purchaser, and, assuming the due authorization, execution and delivery by the Consenting Shareholder, this Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to laws of general application and bankruptcy, insolvency and other similar laws affecting creditors' rights generally and general principles of equity;

(d)       the execution and delivery of this Agreement by the Purchaser and the performance by the Purchaser of its obligations contemplated herein do not and will not (i) violate or conflict with any judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the Purchaser or any of its properties or assets or (ii) constitute a default, violation or breach under any contract, commitment, agreement, arrangement, understanding or restriction, except such violations, conflicts, defaults or breaches, which could not, individually or in the aggregate, impair the ability of the Purchaser to perform its obligations under this Agreement; and

(a)       Except as contemplated in this Agreement, the Consenting Shareholder agrees with the Purchaser that it shall not, directly or indirectly, in any manner:

in each case, without having first obtained the prior written consent of the Purchaser, which consent is within the sole discretion of the Purchaser and may be unreasonably withheld.

(b)       The Consenting Shareholder agrees that it shall not, and it shall cause its affiliates and its or their directors, officers, employees, agents, advisors or other representatives (including, without limitation, financial advisors, financing sources, counsel and accountants) not to, directly or indirectly:

(c)       The Consenting Shareholder hereby irrevocably covenants, undertakes and agrees that it shall:

(d)       The Consenting Shareholder shall not, and hereby agrees not to:

(e)       The Consenting Shareholder further agrees:

(a)       In the event that (i) the Company, with the agreement of the Purchaser, determines in its good faith judgment that it is necessary or desirable to proceed with an alternative transaction structure, including, without limitation, a takeover bid or asset or share purchase, in conjunction with or instead of the Plan and (ii) such alternative transaction provides the same, or better, financial treatment to all affected parties and the financial implications (including tax) for the Consenting Shareholder are the same or better and the alternative transaction is on terms that are not more adverse than those contained in the Arrangement Agreement (as described in each of the foregoing clauses (i) and (ii), a "Revised Transaction"), the Consenting Shareholder shall support the completion of the Revised Transaction in the same manner and to the same extent that it has agreed to support the Transaction and the Plan under this Agreement.

(b)       In the event of any proposed Revised Transaction, the references in this Agreement to the Transaction shall be deemed to be changed to "Revised Transaction" and all terms, covenants, representations and warranties of this Agreement shall be and shall be deemed to have been made in the context of the Revised Transaction.

(a)       the termination of the Arrangement Agreement in accordance with its terms;

(b)       at any time, by mutual agreement in writing executed by the Parties; or

(c)       the Effective Time of the Transaction.

(a)       The Consenting Shareholder agrees to keep the Transaction as well as the existence and contents of this Agreement confidential and not to disclose the Transaction or the existence or contents of this Agreement to any person except as is required by law. It is understood and agreed that any disclosure with respect to the Transaction and this Agreement will be made only by the Purchaser.

(b)       The Consenting Shareholder acknowledges that it is a person or company in a "special relationship" with the Purchaser, as that expression is defined in the securities laws of various provinces of Canada, by virtue of having received material information concerning the Transaction that has not been generally disclosed. The Consenting Shareholder covenants and agrees not to (i) inform anyone of the Transaction, and (ii) purchase or sell any securities of the Purchaser before the Transaction has been generally disclosed.

(a)       If the Consenting Shareholder acquires additional Company Common Shares or other securities of the Company ("Additional Shares") after the date hereof, whether from the Company or from another shareholder of the Company, any and all rights and claims obtained by the Consenting Shareholder with respect to, on account of or pursuant to any Additional Shares shall automatically be subject to this Agreement.

(b)       This Agreement (including the schedule attached to this Agreement) constitutes the entire agreement and supersede all prior agreements and understandings, both oral and written, among the Parties with respect to the subject matter hereof.

(c)       Any provision in this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Consenting Shareholder, and the Purchaser, or in the case of a waiver, by the Party against whom the waiver is to be effective. No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise.

(d)       Any date, time or period referred to in this Agreement shall be of the essence except to the extent to which the Parties agree in writing to vary any date, time or period, in which event the varied date, time or period shall be of the essence.

(e)       All notices and other communications which may be or are required to be given pursuant to any provision of this Agreement shall be given or made in writing and shall be deemed to be validly given if served personally or by facsimile transmission, in each case addressed to the particular Party:

or at such other address of which any Party may, from time to time, advise the other Parties by notice in writing given in accordance with the foregoing. The date of receipt of any such notice shall be deemed to be the date of delivery or transmission thereof.

(f)       If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the terms of this Agreement remain as originally contemplated to the fullest extent possible.

(g)       The provisions of this Agreement shall be binding upon and enure to the benefit of the Parties hereto and their respective successors and permitted assigns, provided that no Party may assign, delegate or otherwise transfer any of its rights, interests or obligations under this Agreement without the prior written consent of the other Party hereto, except that the Purchaser may assign this Agreement to an affiliate, without reducing its own obligations hereunder, without the consent of the Consenting Shareholder.

(h)       This Agreement is governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Each Party submits to the jurisdiction of the courts of competent jurisdiction in the Province of British Columbia in respect of any action or proceeding relating to this Agreement. The Parties shall not raise any objection to the venue of any proceedings in any such court, including the objection that the proceedings have been brought in an inconvenient forum.

(i)       The Parties waive any right to trial by jury in any proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, present or future, and whether sounding in contract, tort or otherwise. Any Party may file a copy of this provision with any court as written evidence of the knowing, voluntary and bargained for agreement between the Parties irrevocably to waive trial by jury, and that any proceeding whatsoever between them relating to this Agreement or any of the transactions contemplated by this Agreement shall instead be tried by a judge or judges sitting without a jury.

(j)       The Consenting Shareholder recognizes and acknowledges that this Agreement is an integral part of the Transaction, that the Purchaser would not enter into the Arrangement Agreement and the Plan unless this Agreement was executed, and accordingly acknowledges and agrees that a breach by the Consenting Shareholder of any covenants or other commitments contained in this Agreement will cause the Purchaser to sustain injury for which they may not have an adequate remedy at law for monetary damages. Therefore, the Parties agree that in the event of any such breach the Purchaser shall be entitled to the remedy of specific performance of such covenants or commitments and preliminary and permanent injunctive and other equitable relief in addition to any other remedy to which it may be entitled, at law or in equity, and the Parties further agree to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief.

(k)       The Parties confirm that it is their wish that this Agreement, as well as any other documents relating to this Agreement, including notices, schedules and authorizations, have been and shall be drawn up in the English language only.

(l)       This Agreement may be executed by facsimile or other electronic means and in one or more counterparts, all of which shall be considered one and the same agreement.